UCAN to fix past tax filing

Bonuses will be disclosed, dollar figures adjusted

Two former directors said they believe that Shames withheld key information from them over the years. Nielcq Lynch, who served on the board for 20-plus years before being removed late last year, said he regretted not asking more pointed questions when he had the chance.

“We were deluded into believing that Mr. Shames had everything under control and that he was above reproach,” he said. “We began to realize he wasn’t and by then it was too late.”

Kendall Squires, another longtime board member who left at the end of 2012, said he exercised his fiduciary duty as best he could.

“I most certainly do (approve of the board’s oversight), given the information we received and the inquiries we made,” Squires said. “It is also very clear that certain items were not disclosed to the board, items the board would not have had a reasonable opportunity to ascertain.”

Shames rejected the claim that he withheld information from the board.

“They were given the bookkeeper’s monthly and annual reports at every board meeting,” Shames wrote in another email. “These were sophisticated directors, most of whom were attorneys.”

UCAN disclosed it was the subject of a federal investigation in February 2012, at the same time it filed for legal dissolution in San Diego Superior Court. The charity was placed into temporary receivership. The dissolution request was later withdrawn.